Privacy, Disclaimer & Saas

Privacy and terms of use

Supply Chain Education (SCE) respects the privacy of all users of its site and shall ensure that the personal information you provide is treated confidentially. We use your information to process your questions, comments and orders as quickly and easily as possible. As for the rest, we will only use this information with your permission.

SCE will not sell your personal information or pass it on without your consent to third parties, with the exception of our obligations under the Dutch law.

using the site

There is a great deal of attention and care given to the website. We strive to ensure that all information is as complete, correct, comprehensible, accurate and current as possible. Despite these ongoing efforts, we cannot guarantee that the information provided is complete, true, accurate or up to date. If the information provided on (or via) the site are found to be flawed, we will make every possible effort to correct it as soon as possible.
We cannot be held liable for direct or indirect damage arising from use of the site or of the information made available on or via the site.

use of data

To understand the needs of our visitors and to improve the user experience may collect information about your visits to our website. The information provided through these statistics is accessible only to our [we] employees and its subsidiary companies. The data will never be passed on to third parties unless the Dutch law requires us to do so.

cookies

Cookies are small pieces of information that are stored by your browser on your computer. SCE uses cookies to provide you with better service. They allow us to collect information about the use of our services and to improve and adapt to the needs of our visitors. Our cookies do not provide any information regarding personal identification.

external references

Hyper(links) on or via this website will refer you to other websites, and to other sources of information managed by third parties. Then we have no technical or content control and therefore cannot guarantee the completeness or accuracy of the content, nor the availability of these websites and information.
The hyperlinks to other sites on this site do not imply any endorsement of the external site or its contents. The links are provided to you for information purposes and for your ease of use.

comments, questions and complaints

If you have any comments, questions or complaints about our website(s), we ask that you let us know. Make use of the contact form on our contact page contact page.

Disclaimer

In this disclaimer the following is understood:

the web page: every web page in which the editor places a hyperlink referring to this disclaimer with the intention to make it applicable to that specific web page;

the editor: the authorized editor of the web page;

to use: amongst others to load, to log on, to inquire, to consult, to read, to examine, to listen, to edit, to fill in, to send, to copy, to store, to forward, to spread, to use offered services, to commit acts of law (i.e. to buy, rent);

you: the (represented) private person or legal entity that uses the web page;

damage: direct or indirect damage of any nature, i.e. loss of data, business, acquired income, profit or any other economical disadvantage.

All articles of this Disclaimer apply to the web page. By using the web page you agree unconditionally with this disclaimer.

The editor endeavours to actualise and/or to add information to the web page regularly. In spite of this care and attention it is possible that the content is incomplete and/or incorrect.

The editor provides the contents of the web page AS IS, without any guarantee concerning it’s soundness, aptitude for a certain purpose or otherwise. The content is experimental and intended for private use only.

The editor is not liable for any damage which has occured or may occur in connection with and/or results from the use of the web page or to the impossibility to use the web page.

The editor may alter or remove the web page from the internet at all times and without a prior notice. The editor is not liable for any consequence(s) due to the alteration or removal of the web page.

Content provided by a third party has not been independently reviewed, tested, certified, or authenticated in whole or in part by the editor and as such the editor makes no warranty with respect to its contents.

Unauthorized or improper use of the web page or its content can result in an infringement of intellectual (property) rights or an unlawful act related to privacy, publication, communication and other matters. You are responsible for all data and requests which you send from the web page.

The editor reserves the right to deny your access to the web page or certain services available on the web page. As a consequence the editor may monitor your access to the web page.

You will protect the editor, its employees, representatives, license holders, trade partners and the author of this disclaimer against any judicial and non-judicial measures, condemnations, etc, including the costs for legal assistance, accountants etc. which are a direct or indirect consequence of your use of the web page and/or your violation of any law, regulation or rights of third parties.

Saas

SOFTWARE AS A SERVICE (“SAAS “) TERMS OF SERVICE FOR END-USERS THE SERVICE PROVIDERS ARE WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE E-LEARNING SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE SERVICE AGREEMENT CAREFULLY. BY CLICKING ON “I ACCEPT”, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN THE SERVICE PROVIDERS ARE UNWILLING TO GRANT YOU RIGHTS TO ACCESS AND USE THE WEB SERVICES. SAAS TERMS OF SERVICE AGREEMENT

Effective Date as of first day Results services commence.

1. Definitions. 1.1 Parties.

1.1.1 This is an agreement by and among the originator of the E-Learning Supply Chain Education a trade name of Supply Chain networks B.V. the party that offered and sold you the E-Learning, and you.

1.1.2 Both the Platform owner a New Spring B.V. and the content owner Supply Chain Networks B.V. will be referred to collectively as the Service Provider, and both will have full rights to enforce this Agreement. All references to “we”, “us”, and “our‚ shall be construed to mean the Service Provider. 1.1.3 If you are not acting on behalf of yourself as an individual, then “you”, “your”, “customer”, and “yourself” means your company or organization or the person you are representing. The company or organization you represent will be the one registered and paying for the web services specified as part of the Purchase Agreement.

2014 SAAS TERMS OF SERVICE AGREEMENT 1.1.4 supplychaineduction.expert includes supplychaineduction.com Ltd (a USA limited liability company), its subsidiary and joint venture partner companies. North American based clients will be deemed to have purchased the web service via either website supplychaineducation.expert or supplychaineducation.com.

1.2 “Authorized Users.” gain access by a validation code together with a valid email address. The code is valid for 12 months access to a E-Learning module for 1 user.

1.3 “Affiliate.” With respect to you, any parent or subsidiary corporation, and any corporation or other business entity controlling, controlled by or under common control with you, which agrees in writing to be bound by all your obligations hereunder.

1.4 “Customer Data.” Customer’s information or other data processed, stored or transmitted by, in or through the Services, including without limitation personal information relating to the Customer’s personnel, customers, and prospective customers such that the identity of such persons is apparent or can reasonably be determined from such personal information.

1.5 “Proprietary Rights.” Any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.

2014 SAAS TERMS OF SERVICE AGREEMENT 1.9 “Purchase Agreement”. Details of the purchase E Learning and the use of the E-Learning platform required are agreed verbally and based on the terms, fees prevailing at that time on our website supplychaineducation.expert / .com Confirmation that the customer wishes to proceed and commit to an annual subscription service is deemed to have taken place when the periodic subscription fee has been paid.

2. Agreement.

2.1 This Agreement between you and Supply Chain Education consists of this Terms of Service Agreement.

2.2 This Agreement between you and Supply Chain Education and the owner of the E-Learning platform is also subject to their respective Privacy Policies. These can be viewed at their websites. supplychaineducation.expertsupplychaineducation.com anewspring.com.

3. Modification of Agreement. We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through links placed on our website orlogin pages and/or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

4. Eligibility. Web Services are not available to minors under the age of 18 years of age and any user that has been suspended or removed from the system.

2014 SAAS TERMS OF SERVICE AGREEMENT 6. Use and Restrictions. Subject to the terms and conditions of this Agreement, you may access and use the E-Learning only through the login protocols provided to you, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by the Service Providers and their licensors.

5.1 You will be granted authorized login protocols for the E-Learning, and you agree not to use the E-Learning in excess of your authorized login protocols. You agree not to access (or attempt to access) the E-Learning by any means other than through the login protocols we provide. You agree not to access (or attempt to access) the E-Learning through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on the Web Services.

5.2 You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the E-Learningor content; (ii) modify or make derivative works based upon the E-Learning or content; (iii) “frame” or “mirror” the E-Learning or content on any other server or Internet enabled device, or (iv) reverse engineer, decompile the E-Learning or their enabling software for any purpose.

5.3 You are not authorized to use our E-Learning or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.

6. Inquiries Regarding the E-Learning. You agree to make all inquiries regarding the E-Learning and technical support directly to Supply Chain Education.

7. Ownership. The software and technology used by a New Spring to generate and provide the E-Learning are protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by a New Spring, and Supply Chain Education. Except for the limited rights granted herein, all other rights are reserved.

8. Termination. You agree that we may terminate your account and access to the E-Learning for cause without prior notice, upon the occurrence of any one of the following: (i) any 2014 SAAS TERMS OF SERVICE AGREEMENT material breach of this Agreement, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Web Services, and (ii) deletion of your login protocols. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to E-Learning and/or data that you lose access too.

9. Your Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login protocols, and any additional information that we may provide regarding accessing the E-Learning. If you knowingly share your login protocols with another person who is not authorized to use the E-Learning, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login protocols or any other breach of security.

10. Disclaimer of Actions of Third Parties. Supply Chain Eductions does not and cannot control the flow of data to or from Supply Chain Eductions Technology and other portions of the Internet. Such flow of data depends on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer’s connections to the Internet (or portions thereof). Although Supply Chain Eductionswill use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Supply Chain Eductions cannot guarantee that such events will not occur. Supply Chain Eductions DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.

11. Registration Data. Registration is required for you to establish an account at the E-Learning. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

12. Monitoring. We reserve the right to monitor your access and use of the E-Learning without notification to you.

13. Security. You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the E-Learning, the Service Provider shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from the failure of Service Provider to perform the forgoing obligations, the parties agree that Service Provider shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Service Provider at the time. Service Provider will promptly report to you any unauthorized access to your data promptly upon discovery by Service Provider, and Service Provider will use diligent efforts to promptly remedy any breach of 2014 SAAS TERMS OF SERVICE AGREEMENT security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

14. Subscription License Term; Fees 20.1 Subscription Term. The initial term of the E-learning shall commence as of the Effective Date hereof and shall continue for a period of one year, unless specified otherwise.Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein. Either party may choose not to renew this Agreement without cause for any reason. 20.2 Subscription Fees and Payment Terms. 20.7 There will be no refunds of any payments made in advance whatsoever.

15. Purchase of Additional Services. Customer may elect to purchase rights for additional courses or services. Such additional purchases shall be governed by the terms and conditions hereof. 22. Subscription Fees.

16. Taxes. All fees are exclusive of taxes or duties. If Supply Chain Education is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Results’ net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of Supply Chain Education invoice and supporting documentation for the taxes or duties charged.

17. Technical Support, Training, and Consulting Services. During the term hereof, the service provider shall provide technical support in the form of responses to questions by email or telephone at no additional charge. If additional services are required for the proper use and operation of the E-Learning or if training or consulting services are requested, we shall provide such services on a time and materials (“T&M”) basis; that is, (i) Customer shall pay the service provider for all the time spent performing such services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be the service providers then-current standard rates when such services are provided.

18. Proprietary Rights Ownership. Ownership of the Proprietary Rights embodied in the Site, Services, and Results Technology shall remain exclusively vested in and be the sole and exclusive property of Supply Chain Education and its licensors. In addition Customer hereby transfers and 2014 SAAS TERMS OF SERVICE AGREEMENT assigns to Supply Chain Education any rights Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer personnel relating to the Service. The www.supplychaineducation.com and www.supplychaineducation.expert domain name, product names and logos associated with the Services are trademarks of Results or third parties, and no right or license is granted to use them.

19. Customer Representations and Warranties. 26.1 Customer represents and warrants that (i) the performance of its obligations and use of the E-Learning (by Customer and its Authorized Users) will not violate any applicable laws, or regulations, including without limitation any and all laws and regulations regarding the transfer of personal information of residents of the European Union outside the European Union, or (ii) cause a breach of any agreements with any third parties or unreasonably interfere with the use by other Supply Chain Education services. 26.2 Customer acknowledges that (i) www.supplychaineducation.com does not monitor the content of the information passing through the Services for purposes of verifying accuracy or legal compliance, and (ii) Customer will use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force. 26.3 In the event of any breach by Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Supply Chain Education will have the right to suspend immediately any Services if deemed reasonably necessary by Supply Chain Education to prevent any harm to Supply Chain Education and its business. Supply Chain Education will provide notice to Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, Supply Chain Education will p20. Intellectual Property Indemnity. Except for third party software including without limitation open source software, Supply Chain Education will indemnify, defend and hold harmless Customer and its Affiliates from and against any lawsuit, liabilities, loss, cost or expense arising out of a third-party claim made against Customer that the Supply Chain Education Technology or Services infringe on any U.S. intellectual property right of a third party; provided, however, that Supply Chain Education is notified in writing of such claim promptly after such claim is made upon Customer. Supply Chain Education shall have the right to control any defense of the claim. In no event shall Customer settle any such claim without Supply Chain Educations’ prior written approval. Supply Chain Education shall have no liability or obligation if the claim arises from (i) any alteration or modification to the Supply Chain Educations Technology or Services other than by Supply Chain Educations, (ii) any combination of the Supply Chain Educations Technology or Services by Customer with other programs or data not furnished by Supply Chain Education, or (iii) any use by Customer of the Supply Chain Education 2014 SAAS TERMS OF SERVICE AGREEMENT Technology or Services that is prohibited by this Agreement or otherwise outside the scope of use for which the Supply Chain Educations Technology or Services are intended.

20. Options for Infringement Claims. If any party is enjoined from using the Supply Chain Educations Technology, or if Supply Chain Education believes that the her Technology may become the subject of a claim of intellectual property infringement, Supply Chain Education, at its option and expense, may: (i) procure the right for Customer to continue to use the Services; (ii) replace or modify the Supply Chain Education Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Purchase Order; or (iii) terminate this Agreement, in which case Supply Chain Education shall refund to Customer any and all subscription fees paid in advance by Customer for those Services not provided by Supply Chain Education and provide, at Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section sets forth the entire liability of Results to Customer for any infringement by the Supply Chain Education Technology or Services of any intellectual property right of any third party. Notwithstanding the foregoing, this Section does not apply to third party software including without limitation open source software.

22. Assignment. Customer shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without Supply Chain Educations’ prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective. 2014 SAAS TERMS OF SERVICE AGREEMENT

23. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the Confidential Information of either party, or any remedy for breach thereof, and (v) the payment of taxes, duties, or any money to Supply Chain Education hereunder.

24. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall be conducted by telephone or online. The arbitrator shall apply the laws of the Netherlands to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.

25. Applicable Law; Jurisdiction and Venue. This Agreement shall be construed under the laws of the Netherlands, without regard to its principles of conflicts of law. The courts of As determined by Licensor shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. 2014 SAAS TERMS OF SERVICE AGREEMENT

26. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

27. Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE WEB SERVICES ARE PROVIDED “AS-IS”, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THE WEB SERVICES. THE SERVICE PROVIDER AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEB SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE SUPPLY CHAIN EDUCATIOM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE E-LEARNING: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT THAT RESULTS HAS NO CONTROL OVER THE INTERNET, AND THAT RESULTS IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES.

28. Limitation of Liability. IN NO EVENT SHALL SUPPLY CHAIN EDUCATION AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEB SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE WEB SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEB SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR 2014 SAAS TERMS OF SERVICE AGREEMENT SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

29. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

30. Survival. Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Confidential Information, Security, Notices, Arbitration, Applicable Law, Jurisdiction and Venue, Severability, Force Majeure, and Miscellaneous.

31. U.S. Government End-Users. We provide the E-Learning, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the E-Learning include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. Unpublishedrights reserved under the copyright laws of the United States. 43. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.

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